<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 2, 1997
DOMINION BRIDGE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10372 23-2577796
State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization
500 Rue Notre Dame,
Lachine
Quebec, H8S 2B2
(Address of principal executive office)
Registrant's telephone number: (514) 634-3550
================================================================================
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Proforma financial information.
Not applicable.
(c) Exhibits (referenced to Item 601 of Regulation S-K).
3(i) Certificate of Correction to Certificate of
Incorporation of Dominion Bridge Corporation, as
filed June 3, 1997 (Restated Certificate of
Incorporation filed July 25, 1989).
3(ii) Certificate of Correction to Certificate of
Incorporation of Dominion Bridge Corporation, as
filed June 3, 1997 (Certificate of Amendment filed
January 31, 1992).
3(iii) Certificate of Correction to Certificate of
Incorporation of Dominion Bridge Corporation, as
filed June 3, 1997 (Restated Certificate of
Incorporation filed on September 5, 1996).
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
DOMINION BRIDGE CORPORATION
Dated: June 12, 1997 By: /s/ Michel L. Marengere
------------------------
Michel L. Marengere,
Chairman and CEO
(Chief Executive Officer)
<PAGE> 4
CERTIFICATE OF CORRECTION TO
CERTIFICATE OF INCORPORATION
OF
DOMINION BRIDGE CORPORATION
FILED UNDER SECTION 103(f) OF THE
DELAWARE GENERAL CORPORATION LAW
It is hereby certified that:
1. The present name of the Corporation is DOMINION BRIDGE CORPORATION
(the "Corporation"). The Corporation was originally incorporated under the name
of "Cedar Group, Inc." by the filing of a Certificate of Incorporation with the
Secretary of State of the State of Delaware on February 16, 1989. A Restated
Certificate of Incorporation was filed on July 25, 1989 (the "Restated
Certificate of Incorporation") which requires correction as permitted by
subsection (f) of Section 103 of the General Corporation Law of the State of
Delaware (the "GCL").
2. The Restated Certificate of Incorporation contained amendments which
were not adopted in accordance with the provisions of the General Corporation
Law of the State of Delaware ("GCL") and were, therefore, ineffective to amend
the provisions of the Corporation's Certificate of Incorporation. These
inaccuracies consisted of Article FIFTH captioned "Indemnification and
Insurance" and Article SIXTH captioned "Liability of Directors" which are
incorrect, represent amendments that were not properly adopted and, therefore,
were ineffective and incorrectly included within the Restated Certificate of
Incorporation. In addition, the Restated Certificate of Incorporation did not
include Article SEVENTH and Article EIGHTH both of which were included within
the Corporation's Certificate of Incorporation and were not deleted pursuant to
amendments adopted in accordance with the provisions of the GCL and were,
therefore, ineffective and incorrectly included within the Restated Certificate
of Incorporation. Article FIFTH and Article SIXTH as contained in the
Certificate of Incorporation as filed with the Secretary of State of Delaware on
February 16, 1989 were inadvertently omitted from the Restated Certificate of
Incorporation as filed with the Secretary of State of Delaware on July 25, 1989.
3. Due to the inaccuracies described in paragraph 2 above, Article
FIFTH and Article SIXTH of the Amended Certificate of Incorporation shall be
corrected to read as follows:
"FIFTH: The name and address of the incorporator is as follows:
Name Address
C. Lawrence Rutstein 1500 Chestnut Street
Suite 1600
Philadelphia, PA 19102"
<PAGE> 5
"SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By-Laws of the Corporation."
4. Due to the inaccuracies described in paragraph 2 above, the Restated
Certificate of Incorporation should have included Articles SEVENTH and EIGHTH
and shall be corrected so that Article SEVENTH and Article EIGHTH read as
follows:
"SEVENTH: Elections of directors need not be by written ballot
unless the By-Laws of the Corporation shall so provide."
"EIGHTH: A director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided, however,
that this shall not exempt a director from liability (i) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which a director derived an
improper personal benefit."
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Correction on this 3rd day of June, 1997.
ATTEST: DOMINION BRIDGE CORPORATION
/s/ Olivier Despres /s/ Nicolas Matossian
- --------------------------- -----------------------------
Olivier Despres Nicolas Matossian
Secretary President
2
<PAGE> 6
CERTIFICATE OF CORRECTION TO
CERTIFICATE OF INCORPORATION
OF
DOMINION BRIDGE CORPORATION
FILED UNDER SECTION 103(f) OF THE
DELAWARE GENERAL CORPORATION LAW
It is hereby certified that:
1. The present name of the Corporation is DOMINION BRIDGE CORPORATION
(the "Corporation"). The Corporation was originally incorporated under the name
of "Cedar Group, Inc." by the filing of a Certificate of Incorporation with the
Secretary of State of the State of Delaware on February 16, 1989. A Certificate
of Amendment was filed on January 31, 1992 which requires correction as
permitted by subsection (f) of Section 103 of the GCL.
2. The Certificate of Amendment filed January 31, 1992 included certain
amendments captioned "SEVENTH: Board of Directors" which contained an inaccuracy
and shall be corrected such that the word "SEVENTH" shall be deleted and
replaced with the word "NINTH".
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Correction on this 3rd day of June, 1997.
ATTEST: DOMINION BRIDGE CORPORATION
/s/ Olivier Despres /s/ Nicolas Matossian
- -------------------------- ---------------------------------
Olivier Despres Nicolas Matossian
Secretary President
<PAGE> 7
CERTIFICATE OF CORRECTION TO
CERTIFICATE OF INCORPORATION
OF
DOMINION BRIDGE CORPORATION
FILED UNDER SECTION 103(f) OF THE
DELAWARE GENERAL CORPORATION LAW
It is hereby certified that:
1. The present name of the Corporation is DOMINION BRIDGE CORPORATION
(the "Corporation"). The Corporation was originally incorporated under the name
of "Cedar Group, Inc." by the filing of a Certificate of Incorporation with the
Secretary of State of the State of Delaware on February 16, 1989. A Restated
Certificate of Incorporation was filed on September 5, 1996 (the "Restated
Certificate of Incorporation") which requires correction as permitted by
subsection (f) of Section 103 of the GCL.
2. The Restated Certificate of Incorporation contained provisions which
were not adopted in accordance with the provisions of the General Corporation
Law of the State of Delaware ("GCL") and were, therefore, ineffective. These
inaccuracies consisted of Article FIFTH captioned "Indemnification and
Insurance" and Article SIXTH captioned "Liability of Directors" which are
incorrect, represent provisions that were not properly adopted and, therefore,
were ineffective and incorrectly included within the Restated Certificate of
Incorporation. In addition, the Restated Certificate of Incorporation did not
include Article SEVENTH and Article EIGHTH both of which were included within
the Corporation's Certificate of Incorporation and were not deleted pursuant to
amendments adopted in accordance with the provisions of the GCL and were,
therefore, ineffective and incorrectly included within the Restated Certificate
of Incorporation. Finally, Article SEVENTH appearing in the Restated Certificate
of Incorporation was incorrect in that it should have been Article NINTH.
Article FIFTH and Article SIXTH as contained in the Certificate of Incorporation
as filed with the Secretary of state of Delaware on February 16, 1989 were
inadvertently omitted from the Restated Certificate of Incorporation as filed
with the Secretary of State of Delaware on September 5, 1996.
3. Due to the inaccuracies described in paragraph 2 above, Article
FIFTH and Article SIXTH of the Amended Certificate of Incorporation shall be
corrected to read as follows:
"FIFTH: The name and address of the incorporator is as follows:
Name Address
C. Lawrence Rutstein 1500 Chestnut Street
Suite 1600
Philadelphia, PA 19102"
<PAGE> 8
"SIXTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to
make, alter or repeal the By-Laws of the Corporation."
5. Due to the inaccuracies described in paragraph 2 above, Article
SEVENTH of the Restated Certificate of Incorporation shall be corrected such
that the word "SEVENTH" shall be deleted and replaced with the word "NINTH".
6. Due to the inaccuracies described in paragraph 2 above, the Restated
Certificate of Incorporation should have included Articles SEVENTH and EIGHTH
and shall be corrected so that Article SEVENTH and Article EIGHTH read as
follows:
"SEVENTH: Elections of directors need not be by written ballot
unless the By-Laws of the Corporation shall so provide."
"EIGHTH: A director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided, however,
that this shall not exempt a director from liability (i) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which a director derived an
improper personal benefit."
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Correction on this 3rd day of June, 1997.
ATTEST: DOMINION BRIDGE CORPORATION
/s/ Olivier Despres /s/ Nicolas Matossian
- ----------------------------- --------------------------------
Olivier Despres Nicolas Matossian
Secretary President
2
